Terms and Conditions

The following Conditions shall apply to each Order, Supply or Invoice made by the Company.

In these Conditions:

Agreement means the agreement between the Company and the Customer consisting of the Order and these Conditions and any variations agreed by the parties in writing

Company means any of the companies in the Best Tractor Parts Group including Best Tractor Parts Pty Ltd (ABN 80 073 655 919), Best Tractor Parts (Qld) Pty Ltd (ABN 28 096 533 283), Best Tractor Parts (NSW) Pty Ltd (ABN 17 113 785 407) and BTP Equipment Pty Ltd ATF JMT Unit Trust (ABN 92 448 681 751);

Conditions means the terms and conditions set out in this document and any variations agreed by the parties in writing;

Customer means the purchaser of the Goods;

Delivery means the manner in which the Customer obtains the Goods after Supply, being either by collection or delivery as nominated by the Customer in the Order;

Goods means all goods and services supplied by the Company, or requested by the Customer for the Company to supply, including any associated equipment, accessories, parts and tools;

Invoice means an invoice issued by the Company to the Customer for a Supply;

Order means a request by the Customer to the Company for the supply of Goods; and

Supply or Supplied means the provision of Goods by the Company to the Customer.

A reference to dollars or $ means Australian Dollars

1. 1. Agreement
2. 1.1 The Customer agrees to these Conditions when making an Order.  The Company reserves the right to refuse to accept or proceed with any Order at its absolute discretion. For clarity, the provision by the Company to the Customer of information including but not limited to a quotation, does not constitute an offer to Supply the Goods.  The Agreement is accepted when the Company formally approves the Order in writing, when an Invoice is issued, or when the Goods are Supplied to the Customer, and are received for a period of 7 days, whichever occurs first.
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4. 1.2 The Customer agrees that this Agreement constitute the whole of the agreement with the Company and that, in entering into this Agreement, the Customer relies on no representation other than those contained in this Agreement and acknowledges that it has raised all queries relevant to its decision to enter into this Agreement with the Company and that the Company has answered all queries to the satisfaction of the Customer, prior to their entering into this Agreement.  The Customer acknowledges that any matters resulting from any queries have, to the extent required, been agreed to in writing by the parties and incorporated into the terms of this Agreement.
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6. 2. Quotations
7. 2.1 Unless previously withdrawn, quotations by the Company are open for acceptance within the period stated in them or, when no period is so stated, within 30 days after the date of the quotation. The Company reserves the right to refuse any Order based on a quotation within 7 days after the receipt of the Order.
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9. 2.2 Any representation, promise, statement or description by the Company or any employee, agent, dealer or other person or company on behalf of the Company in regard to the Goods, Order, Supply or Invoice is expressly excluded and the Customer acknowledges that it has relied solely upon its own inspection, skill and judgment and not on any such representation, promise, statement or description in relation to the Goods, Order, Supply or Invoice, except for those set out in the Agreement. In particular, all photographs, weights, illustrations, dimensions and any other particulars provided by the Company and or its agents or contained in descriptive literature are approximate only. The Company reserves the right to correct clerical errors in relation to the Goods, Order, Supply or Invoice on providing notice to the Customer.
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11. 2.3 To the extent that these Conditions differ from any terms and conditions, including those which may have been contained in the Order or a quotation provided by the Company, these Conditions shall prevail and the Customer agrees that the Order or quotation or other documentation shall be varied to the extent of any inconsistency.
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13. 3. Price of Goods
14. 3.1 Any quotations, catalogues, price lists or other pricing information provided by the Company, shall remain the property of the Company and their contents are strictly confidential.
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16. 3.2 All price lists, availabilities, product descriptions or catalogues are subject to confirmation by the Company and may be varied at any time.  All prices are quoted, and all Goods are Supplied, on an ex-factory basis (Incoterms 2000), and are net unless otherwise stated.  Additional charges, costs and expenses may be incurred in addition to the net amount, notwithstanding that such costs may have been omitted from any previous quotation, including:
17. (a) the prices quoted or Invoices may be based on estimates provided to the Company by third parties and the rates of freight, exchange, insurance premiums, customs duties and other costs and expenses may vary.  Unless otherwise agreed by the parties in writing, in the event of any increase in these rates or costs by a third party before acceptance of an Order by the Company or prior to Supply of the Goods to the Customer, the costs incurred by the Company due to such increase(s) shall be added to and form part of the Invoice and be payable by the Customer accordingly; and
18. (b) the Company may charge the Customer with any taxes applicable in regard to the Goods or the Supply including but not limited to any GST (Goods & Services Tax), stamp duty, other statutory charges or levies, including import duty or expenditure of any kind. All amounts payable in relation to these Conditions are expressed to be exclusive of GST. If GST is payable on a taxable supply as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), then the amount payable by the Customer for that taxable supply will be the amount expressed plus the applicable GST as at the date of Supply.

1. 4. Payment
2. 4.1 The Company will submit to the Customer an Invoice for the Goods or any part thereof and the full amount of each Invoice, together with any additional charges, costs and expenses (if any), must be paid by the Customer to the Company within:
3. (a) 30 days from the date of the Invoice; or
4. (b) within 30 days from either the date of:
5.     (i) receipt of the Goods by the Customer or their nominee; or
6.     (ii) receipt of the Goods by a nominated carrier for delivery the Customer.
7.     or such other date as agreed by the Customer and Seller, whichever occurs first.
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9. (c) The application of any payment of funds received by the Company from or on behalf of a Customer may be applied towards any outstanding amount due to the Company and interest incurred on the principal, at the Company's discretion.
10. (d) If payment is not made pursuant to these Conditions, any Invoice is overdue, the Customer ceases to carry on business, commits an act of bankruptcy, makes an assignment for the benefit of creditors, goes into liquidation, passes any resolution for winding up, a petition for winding is presented against the Company, a receiver, manager or other controller or external administrator of the undertaking or assets (or any part thereof) of the Company is appointed or is threatened or expected to be appointed or if the Customer becomes subject to an Administration order, all outstanding Invoices shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

1. 5. Default by Customer
2. 5.1 In the event that the Customer breaches or is alleged to have breached the Agreement, including but not limited to by reason of failure to pay any amount owing to the Company or by any other act or omission, or the Customer threatens or is likely to become subject to any insolvency, administration or bankruptcy or ceases or threatens to cease conduct its business in the normal course, the Company may, without prejudice to any other rights, including:
3. (a) where any Goods have been delivered but the Invoice has not been paid that Invoice shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary;
4. (b) refuse to Supply Goods except where payment in full for that Invoice full has been received by the Company prior to Supply;
5. (c) enter any premises where the Goods are stored and retake possession of any Goods for which the Company has not received full payment;
6. (d) resell recovered Goods (notwithstanding any reasonable incidental consequential loss or damage in respect of goods which shall or may have become constituents of other goods) at its discretion and the Customer irrevocably authorises the Company to enter any premises for that purpose; and
7. (e) suspend performance of its obligations under any or all contracts or agreements or cancel any contracts or agreements with the Customer without any liability to the Customer including but not limited to any offer to Supply goods whether or not such an order has been accepted by the Company.
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9. 5.2 If the Customer defaults in paying any Invoice, unless otherwise agreed in writing by the Company, the Customer must pay interest on the Invoice calculated daily from the date the amount became payable to the date of payment at a rate of 15% per annum.  Any unpaid amount together with interest and any other expenses becomes a debt due by the Customer to the Company and the Customer must pay the Company’s costs of any enforcement action, including, but not limited to, any legal costs, on a full indemnity basis.

1. 6. Collection and Delivery
2. 6.1 All Goods shall be Supplied by the Company to the Customer on an ex-factory basis (Incoterms 2000).
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4. 6.2 It is the Customer's responsibility to advise the Company of their preferred method of Delivery, including, where required, nominating a carrier for Delivery when placing an Order.  If no method of Delivery is elected by the Customer, the Company may elect to hold or deliver the Goods.  If no carrier is specified by the Customer, the Company will forward the Goods freight collect via a freight company of their choice, at the Customer's sole cost.
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6. 6.3 It is the Customer's responsibility to insure Goods against any damage during Delivery, regardless of whom arranged Delivery or whether the Customer nominates a preferred method of Delivery.  All claims for damage incurred during Delivery shall be referred to the Customer's insurance company.
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8. 6.4 Supply dates are estimates and approximate only and although the Company will use reasonable endeavours to maintain these estimates, time of Supply shall not be of the essence and the Company shall not be liable for any loss or damage howsoever suffered as a result of such delay.  The Company does not accept Orders under penalty for late Supply.
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10. 6.5 The Company shall have the right to invoice the Customer for any partial Supply of any Order.
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12. 6.6 If the Customer selects a method of Delivery that results in a delay for whatever reason, the Company may:
13. (a) where the Customer has instructed the Company that the Goods will be collected and collection has not occurred after a period of 21 days, the Company reserves the right to charge the Customer a reasonable amount for storage of the Goods and/or the Company may invoice the Customer for Goods and storage expenses; or
14. (b) where no instruction for Delivery have been given, after 7 days from the date the Customer has been duly notified that the Goods are available to be Supplied the Company may:
15.     (i) charge the Customer a reasonable amount for storage of the Goods, to be invoiced at the Company's discretion;
16.     (ii) arrange for the Goods to be delivered to the Customer with fees payable by the Customer; or
17.     (iii) deem the Agreement repudiated or, by subsequently substituting other Goods, treat the Agreement as subsisting and may then resell any Goods not removed from the Company's premises, at its option.
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19. 6.7 The Customer shall inspect the Goods immediately on Delivery and shall, within 7 days from the date of Supply, give notice in writing to the Company of any shortages or damages or defective Goods. Upon receipt of such notice, the Company reserves the right to rectify any shortage or damage or defective Goods at its own expense within a reasonable time after notification by the Customer. If the Customer fails to give such notice, the Customer shall be deemed to accept that the Goods accord with the Invoice, and no claim for credit by the Customer will be recognised by the Company.
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21. 6.8 If for any cause beyond the Company’s control, including but without limitation to any act of God, war, strike, lock out, industrial dispute, governmental or semi-governmental award, enactment, priority or restriction, fire, flood, storm or tempest, delay in obtaining licenses, transport, labour, or materials, accidents or damage to the Company’s work or business or those of its suppliers, the Company is prevented from making a Supply at the time stipulated, the Company shall be entitled at its option either to extend the time for Delivery or Supply for a reasonable period or to determine the Agreement and the Customer shall not in consequence in either case have any claim for damages against the Company and shall pay for all Supplies made or services performed prior to the date of such determination and all expenses incurred and monies paid by the Company in connection with the Order.
22. 6.9 The Company is not responsible to the Customer or any person claiming through the Customer for any loss or damage to the Goods in transit caused by or as a consequence of any event of any kind by any person (whether or not the Company is legally responsible for the person who caused or contributed to that loss or damage).  The Company will provide the Customer with such assistance as may be necessary to press claims on carriers where the Customer has notified the Company and the carriers in writing immediately after loss or damage is discovered on receipt of the Goods and lodges a claim in insurance or for compensation from the carrier within 3 days of the date of receipt of the Goods.

1. 7. Risk and Title
2. 7.1 Risk in the Goods passes immediately to the Customer when the Goods are Supplied.
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4. 7.2 The Company reserves right and ownership in relation to the Goods until Invoices for the Goods are paid in full.  Until full payment is made, the Customer shall hold the Goods as bailee for the Company and shall, if requested by the Company, store the goods separately from any other goods.  Until payment is made, if the Goods are resold, or products manufactured using the Goods are sold, by the Customer, the Customer shall hold such part of the proceeds of any such sale on trust for the Company and shall pay such amount to the Company upon request.
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6. 7.3 The Company shall be entitled to maintain an action against the Customer for any Invoiced amount.
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8. 7.4 Any payment made by or on behalf of the Customer which is later avoided by the application of any statutory provisions will be deemed not to discharge the Company's title in the Goods or the Customer's indebtedness to the Company.
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10. 7.5 Any property of the Customer, including the Goods, under the Company’s possession, custody or control is completely at the Customer’s risk as regards loss or damage caused to the property or by it.

1. 8. Cancellation
2. 8.1 Once the Goods have been Supplied, or after 7 days from the date the Order was received by the Company, whichever is the earlier, an Order may not be cancelled by the Customer, for credit or otherwise, without prior written approval by the Company.
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4. 8.2 The Company is not under any duty to accept Goods returned by the Customer and will do so only on terms to be agreed in writing in each individual case or in accordance with these Conditions.  The Company will not, unless otherwise agreed in writing and on terms which will indemnify the Company against all losses, or as otherwise permitted pursuant to these Conditions, accept the return of any Goods, including but not limited to the return of Goods for credit.  If the Company agrees to accept returned Goods from the Customer the Customer must return the Goods to the Company at a location nominated by the Company within 7 days of the date of the written agreed terms of return.
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6. 8.3 Upon cancellation of an Order, as agreed by the Company, or in the event of any other default by a Customer, a cancellation charge shall be payable by the Customer:
7. (a) equal to 20% of the value of the Goods which are no longer to be Supplied; or
8. (b) in the event that the Goods had been, or were being specifically manufactured for a Customer, the charge shall be equal to 40% of the value of the Goods which are no longer to be Supplied..

1. The Customer acknowledges that the following Goods will not be returnable to the Company for credit in any circumstances, except under warranty:
2. (a) any Goods specially made, including items cut to length;
3. (b) any Goods altered or damaged by the Customer which are not in their original condition as Supplied;
4. (c) any Goods having an Invoice value of $10 or less; and
5. (d) any Goods returned 90 days after the Goods were supplied.
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7. 9.2 No responsibility will be accepted by the Company for any delays in passing credit caused by Goods being incorrectly branded or returned without adequate identification of both the Customer and the Goods returned.

1. 10. Liability
2. The Company shall not be subject to nor incur, and the Customer hereby releases the Company from, any claim, action or liability for consequential loss or damage to persons or property including, without limiting the generality of the foregoing, loss of use of the Goods loss of profits, or loss on resale, arising by reason of delays, non-delivery, defective materials or workmanship, negligence of any act, matter, conduct or thing done, permitted or omitted by the Company.

1. 11. Assignment
2. The Company reserves the right to assign any rights or obligations pursuant to the Agreement on giving the Customer 14 days' notice in writing to its last known address.  The Customer may not assign its rights or obligations pursuant to the Agreement without the prior written consent of the Company.

1. 12. Warranty
2. 12.1 In order to validate and maintain the warranty the Customer must:
3. (a) complete and return the Company’s component/part installation form prior to sending back the core return, demonstrating that all requirements as outlined have been fulfilled;
4. (b) maintain the Goods to the satisfaction of the Company in accordance with industry standards of best practise, including regular servicing and testing as required; and
5. (c) notify the Company of any problem associated with the Goods in a timely manner.
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7. 12.2 This warranty is valid for a period from and including the date the Goods were Supplied, as follows:-
8. New and service exchange parts and components
9. (a) For all cylinders, 6 months, unlimited hours;
10. (b) For all hydraulic pumps, motors, valve groups, electric motors and alternators, 6 months, unlimited hours; and
11. (c) For all other new and service exchange parts and components, 12 months or 6,000 hours, whichever comes first.
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13. Second-hand parts and components
14. No warranty available, unless otherwise agreed in writing with the Customer.
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16. 12.3 For a Customer to lodge a claim with the Company in respect of this warranty, the Customer must provide the Company with:
17. (a) an Order to cover the costs to be incurred by the Company to correct the fault, the Order to be “subject to warranty”
18. (b) a completed warranty claim form (a copy of the form to be requested from the Company) including reference to the original Order number and Invoice number for the Goods; and
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20. 12.4 The Company shall not be liable in respect of any warranty claim if, in the reasonable opinion of the Company::
21. (a) any defects in the Goods have arisen:
22.     (i) other than solely from faulty materials or workmanship of the Company;
23.     (ii) after seals of any kind on the Goods have been broken by the Customer e.g. through disassembly;
24.     (iii) through maltreatment, inattention or interference by the Customer including but not limited to unauthorised or improper installation, repair, disassembly or adjustment; or
25.     (iv) through the negligence, misuse or malpractice of the Customer or its employees or agents in respect of the Goods;
26. (b) the claim is in relation to accessories of any kind, including optional extras or parts deemed to be consumable items, which have been used by the Customer even where they are manufactured or their use was approved by Company;
27. (c) a serial number has been defaced, modified or removed;
28. (d) the Goods are outside of the Goods shelf life as recommended by the Company, the manufacturer or industry standards of best practise;
29. (e) defective parts are not promptly returned free of cost to the Company.
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31. 12.5 The Company is not liable for, and the Customer releases the Company from, any claims in respect of faulty or defective design of any Goods supplied unless such design has been wholly prepared by the Company and the responsibility for any claim has been specifically accepted by the Company in writing. In any event the Company’s liability under this paragraph is limited strictly to the replacement of defective Goods.
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33. 12.6 The Company’s liability for a breach of a condition or warranty implied by law or by statute is limited to:
34. (a) in the case of Goods, any one or more of the following:
35.     (i) the replacement of the Goods or the supply of equivalent goods;
36.     (ii) the cost of replacing the Goods or the supply of equivalent goods, up to the value of the original Invoice;
37.     (iii) the repair of the Goods; or
38.     (iv) the cost to repair of the Goods.
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40. If no replacement part can be sourced by the Company in a reasonable timeframe, the Goods must be returned to the Company for analysis. Dependant on the findings of this analysis the Company will either repair the Goods or issue a credit note to the Customer for the cost of replacing the Goods, up to the value of the original Invoice.
41. (b) in the case of services:
42.     (i) the supplying of the services again; or
43.     (ii) the payment of the cost of having the services supplied again.
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45. 12.7 This warranty is valid only to the Customer and is strictly non-transferable.
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47. 12.8 If the Goods were not manufactured or repaired by the Company, the guarantee of the manufacturer or repairer of those Goods is accepted by the Customer and is the only guarantee given to the Customer in respect of the Goods. The Company agrees to assign to the Customer on request made by the Customer, and after payment in full for the Goods has been received, the benefit of any warranty or entitlement to the Goods that the manufacturer has granted to the Company under any contract or by implication or operation of law to the extent that the benefit of any warranty or entitlement is assignable.
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49. 12.9 Except as provided in these conditions, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded. The Company is not liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, layout, assembly, installation or operation of the Goods or arising out of the Company’s negligence or in any way whatsoever.
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51. 12.10 In no event will the Company be liable for any special, indirect or consequential loss or damage which may be suffered by the Customer including, but not limited to, any loss of profit or revenue or anticipated profit or revenue by the Customer.
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53. 12.11 Any repair or replacement of the Goods pursuant to this warranty is limited to the supply of the necessary parts and labour during normal working hours at the Company's premises or such other location as determined by the Company. The Company shall have no liability for, and may Invoice the Customer for, the cost of transportation of the Goods, the supply of parts or labour outside normal working hours or any other costs or expenses incurred, including diagnostic consultation, delivery and transportation of the Goods or shipping costs which are in excess of usual and customary requirements.
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55. 12.12 Risk in any Goods shall remain with the Customer, notwithstanding the possession of or any repairs undertaken by the Company.
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57. 12.13 All rejected Goods or parts or defective Goods or parts shall be the property of the Company to dispose of as it sees fit.

1. 13. Severability
2. If any part of this Agreement is, or becomes, void or unenforceable, that part is, or will be, severed from this Agreement so that all parts that are not, or do not become, void or unenforceable remain in full force and effect and are unaffected by that severance.

1. 14. Jurisdiction
2. These Terms and Conditions will be governed and determined in accordance with the law of the State of Western Australia and the Customer submits to the non-exclusive jurisdiction of the courts of that State.